Market Newsdesk

SAN FRANCISCO, July 12, 2021 /PRNewswire/ — Nebula Caravel Acquisition Corp (Nasdaq: NEBC) (“Caravel”), a special purpose acquisition company sponsored by True Wind Capital, L.P. (“True Wind Capital”), announced today its registration statement on Form S-4 (File No. 333-253110), relating to the business combination with A Place for Rover, Inc. (“Rover”), the world’s largest online marketplace for pet care, has been declared effective by the U.S. Securities and Exchange Commission (“SEC”). Caravel has set a record date of July 8, 2021 (the “Record Date”) and a meeting date of July 28, 2021 for its special meeting for Caravel stockholders to approve the previously announced business combination (the “Special Meeting”).            

The Special Meeting will be held virtually via live webcast on July 28, 2021 at https://web.lumiagm.com/228541062. If the proposals at the Special Meeting are approved, the business combination is expected to close promptly thereafter, subject to the satisfaction of customary closing conditions.    

Every stockholder’s vote is important, regardless of the number of shares held. As such, all stockholders as of the Record Date are encouraged to vote “FOR” ALL PROPOSALS described in the proxy statement/prospectus in advance of the Special Meeting by telephone, via the Internet or by signing, dating and returning the proxy card upon receipt by following the instructions on the proxy card. 

Your voting control number is found on your Voting Instruction Form. If you did hold shares as of the July 8, 2021 Record Date and did not receive or misplaced your Voting Instruction Form, contact your bank, broker or other nominee for a replacement or to obtain your control number in order to vote. A bank, broker or other nominee is a person or firm that acts as an intermediary between an investor and the stock exchange, who can help you vote your shares. 

If you need assistance with voting your shares, please contact Morrow Sodali LLC (“Morrow”), Caravel’s proxy solicitor, for help, by calling toll-free at +1 (800) 662-5200 (banks and brokers can call collect at +1 (203) 658-9400), or by email at [email protected].    

Holders of Rover stock may elect to receive cash for some or all of their shares of Rover stock beginning on July 12, 2021 and ending at 11:59 p.m. PT on July 26, 2021, with instructions to be provided via an email from Shareworks on July 12, 2021. Under the terms of the business combination agreement, holders of Rover stock are not guaranteed to receive merger consideration in cash even if a valid cash election is made.

About Rover

Founded in 2011 and based in Seattle, Rover is the world’s largest online marketplace for pet care. Rover connects pet parents with pet providers who offer overnight services, including boarding and in-home pet sitting, as well as daytime services, including doggy daycare, dog walking, drop-in visits, and grooming.

About True Wind Capital

True Wind Capital is a San Francisco-based private equity firm focused on investing in leading technology companies. True Wind Capital has a broad investing mandate, with deep industry expertise across software, data analytics, tech-enabled services, internet, financial technology, and hardware. Rover will be True Wind Capital’s 8th platform investment.

About Nebula Caravel Acquisition Corp.

Nebula Caravel Acquisition Corp. is a blank check company sponsored by True Wind Capital and led by Adam H. Clammer and James H. Greene, Jr., who serve as Chief Executive Officer and Chairman, respectively, formed for the purpose of partnering with one high-quality technology business. Caravel was formed following Nebula Acquisition Corporation’s successful merger with Open Lending (NASDAQ: LPRO) in June 2020.

Important Information and Where to Find It

This press release relates to the proposed business combination involving Caravel and Rover. Caravel has filed a registration statement on Form S-4 with the SEC, which includes a proxy statement and prospectus of Caravel, and Caravel will file other documents with the SEC regarding the proposed transaction. The registration statement on Form S-4 was declared effective on July 9, 2021. The definitive proxy statement/prospectus is also being sent to the stockholders of Caravel, seeking any required stockholder approvals. Before making any voting or investment decision, investors and securityholders of Caravel are urged to carefully read the entire registration statement and proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Caravel with the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov. Alternatively, these documents can be obtained free of charge from Caravel upon written request to: Nebula Caravel Acquisition Corp., Four Embarcadero Center, Suite 2100, San Francisco, California 94111.

Participants in the Solicitation

Caravel, Rover and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Caravel, in favor of the approval of the business combination. Information regarding Caravel’s directors and executive officers is contained in the section of Caravel’s registration statement on Form S-4 titled “Information About Carvel”. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Caravel’s and Rover’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, including financial projections, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in the section of Caravel’s registration statement on Form S-4 titled “Risk Factors”, which will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements include, without limitation, expectations with respect to approval by Caravel’s stockholders of the business combination and satisfaction of other closing conditions. Forward-looking statements are based on Caravel’s or Rover’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither Caravel nor Rover is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.  Readers should carefully review the statements set forth in the reports, which Caravel has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in Caravel’s reports filed with the SEC and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: risks and uncertainties related to the inability of the parties to successfully or timely consummate the business combination, including the risk that any required regulatory approvals or stockholder approvals of Caravel or Rover are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination is not obtained; failure to realize the anticipated benefits of the business combination; risks related to Rover’s ability to execute on its business strategy, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs; the duration and global impact of COVID-19; the number of redemption requests made by Caravel’s public stockholders; the ability of the combined company to meet Nasdaq’s listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the business combination; the inability to complete the private placement of common stock of Caravel to certain institutional accredited investors; the risk that the announcement and consummation of the transactions disrupts Rover’s current plans and operations; costs related to the transactions; the outcome of any legal proceedings that may be instituted against Caravel, Rover, or any of their respective directors or officers, regarding the proposed transaction; the ability of Caravel or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and those factors discussed in documents of Caravel filed, or to be filed, with SEC.

Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in Caravel’s most recent filings with the SEC, which are available, free of charge, at the SEC’s website at http://www.sec.gov, and in the registration statement on Form S-4 and Caravel’s proxy statement/prospectus.

This press release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Caravel and is not intended to form the basis of an investment decision in Caravel. All subsequent written and oral forward-looking statements concerning Caravel and Rover, the proposed transaction or other matters and attributable to Caravel and Rover or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

No Offer or Solicitation

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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SOURCE Nebula Caravel Acquisition Corp.

SÃO PAULO, July 12, 2021 /PRNewswire/ — GOL Linhas Aéreas Inteligentes S.A. (NYSE: GOL and B3: GOLL4), (“GOL” or “Company”), Brazil’s largest airline, today provides an Investor Update on its expectations for the second quarter of 2021. The information below is preliminary and unaudited. The Company will discuss its 2Q21 results in a conference call on July 29, 2021.

^1. 

Excluding gains and losses on currency and Exchangeable Senior Notes. 


^2. 
Excluding non-operating expenses and depreciation related to fleet idleness and personnel-related costs of approximately R$914 million in 2Q21 and R$918 million in 2Q20.


^3. 

Excluding Perpetual Notes and Exchangeable Senior Notes.


^4. 
Excluding payment of interest on financial debts.

Investor Relations

[email protected]

www.voegol.com.br/ir

+55(11) 2128-4700

Media Relations

Becky Nye, Montieth & Company
[email protected]

About GOL Linhas Aéreas Inteligentes S.A.

GOL is Brazil’s largest airline, leader in the corporate and leisure segments. Since its founding in 2001, it has been the airline with the lowest unit cost in Latin America, which has enabled the democratization of air transportation. The Company has a strategic alliance with Air France-KLM, in addition to making available to Customers many codeshare and interline agreements, bringing more convenience and ease of connections to any place served by these partnerships. With the purpose of “Being First for Everyone”, GOL offers the best travel experience to its passengers, including: the largest inventory of seats and the most legroom; the most complete platform with internet, movies and live TV; and the best loyalty program SMILES. In cargo transportation, GOLLOG delivers parcels to various regions in Brazil and abroad. The Company has a team of 15,000 highly qualified airline professionals focused on Safety, GOL’s number one value, and operates a standardized fleet of 127 Boeing 737 aircraft. GOL’s shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further information, visit www.voegol.com.br/ir.

Disclaimer

The information contained in this press release has not been subject to any independent audit or review and contains “forward-looking” statements, estimates and projections that relate to future events, which are, by their nature, subject to significant risks and uncertainties. All statements other than statements of historical fact contained in this press release including, without limitation, those regarding GOL’s future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets in which GOL operates or is seeking to operate, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “will”, “may”, “project”, “estimate”, “anticipate”, “predict”, “seek”, “should” or similar words or expressions, are forward-looking statements. The future events referred to in these forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors, many of which are beyond GOL’s control, that may cause actual results, performance or events to differ materially from those expressed or implied in these statements. These forward-looking statements are based on numerous assumptions regarding GOL’s present and future business strategies and the environment in which GOL will operate in the future and are not a guarantee of future performance. Such forward-looking statements speak only as at the date on which they are made. None of GOL or any of its affiliates, officers, directors, employees and agents undertakes any duty or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. None of GOL or any of its affiliates, officers, directors, employees, professional advisors and agents make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Although GOL believes that the estimates and projections in these forward-looking statements are reasonable, they may prove materially incorrect and actual results may materially differ. As a result, you should not rely on these forward-looking statements.

Non-GAAP Measures

To be consistent with industry practice, GOL discloses so-called non-GAAP financial measures which are not recognized under IFRS or U.S. GAAP, including “Net Debt”, “Adjusted Net Debt”, “total liquidity” and “EBITDA”. The Company’s management believes that disclosure of non-GAAP measures provides useful information to investors, financial analysts and the public in their review of its operating performance and their comparison of its operating performance to the operating performance of other companies in the same industry and other industries. However, these non-GAAP items do not have standardized meanings and may not be directly comparable to similarly-titled items adopted by other companies. Potential investors should not rely on information not recognized under IFRS as a substitute for the GAAP measures of earnings or liquidity in making an investment decision.

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SOURCE GOL Linhas Aéreas Inteligentes S.A.

GUANGZHOU, China, July 12, 2021 /PRNewswire/ — HUYA Inc. (NYSE: HUYA) (“Huya” or the “Company”), a leading game live streaming platform in China, today announced that according to the announcement posted by the State Administration for Market Regulation of the People’s Republic of China (the “SAMR”) on July 10, 2021, the SAMR decided to prohibit the proposed merger (the “Merger”) between Huya and DouYu International Holdings Limited (“DouYu”) following SAMR’s antitrust review (the “SAMR Decision”). Huya fully respects and will abide by the SAMR Decision, and will comply with all regulatory requirements, and conduct its businesses in accordance with the applicable laws and regulations.

In light of the SAMR Decision, on July 12, 2021, Huya, Tiger Company Ltd., a wholly owned subsidiary of Huya, DouYu, and Nectarine Investment Limited, a wholly owned subsidiary of Tencent Holdings Limited, entered into a termination agreement, pursuant to which the Agreement and Plan of Merger, dated October 12, 2020, by and among the same parties (the “Merger Agreement”), including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated with immediate effect.

Huya previously announced that, in accordance with the terms of the Merger Agreement, its board of directors approved a cash dividend in an aggregate amount of US$200,000,000 (the “Cash Dividend”) to be paid on or around the date of the closing of the Merger and in no event later than 20 days after the closing of the Merger to the holders of ordinary shares of Huya whose names appear on Huya’s register of members as of the close of business on certain record date after the date when the required DouYu shareholder approval is obtained and prior to the closing of the Merger.  In consideration of the termination of the Merger, Huya’s board of directors approved the cancellation of the Cash Dividend.

Concurrently, Linen Investment Limited, a wholly-owned subsidiary of Tencent Holdings Limited (“Linen”), and affiliates of Mr. Rongjie Dong entered into a termination agreement on July 12, 2021, pursuant to which the Share Transfer Agreement, dated October 12, 2020, by and among the same parties with respect to the purchase by Linen of 1,970,804 Class B ordinary shares of Huya from affiliates of Mr. Rongjie Dong, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated with immediate effect.

About HUYA Inc.

HUYA Inc. is a leading game live streaming platform in China with a large and active game live streaming community. The Company cooperates with e-sports event organizers, as well as major game developers and publishers, and has developed e-sports live streaming as one of the most popular content genres on its platform. The Company has created an engaged, interactive and immersive community for game enthusiasts of China’s young generation. Building on its success in game live streaming, Huya has also extended its content to other entertainment content genres. Huya’s open platform also functions as a marketplace for broadcasters and talent agencies to congregate and closely collaborate with the Company.

For investor and media inquiries, please contact:

In China:

HUYA Inc.
Investor Relations
Tel: +86-20-2290-7829
E-mail: [email protected]

The Piacente Group, Inc.
Jenny Cai
Tel: +86-10-6508-0677
E-mail: [email protected]

In the United States:

The Piacente Group, Inc. 
Brandi Piacente
Tel: +1-212-481-2050
E-mail: [email protected]

View original content:https://www.prnewswire.com/news-releases/huya-inc-announces-termination-of-merger-agreement-with-douyu-301331407.html

SOURCE HUYA Inc.

ROCHESTER, N.Y., July 12, 2021 /PRNewswire/ — Hyzon Motors Inc. announced today it has signed a memorandum of understanding (MoU) with TotalEnergies (NYSE: TTE) through its Marketing & Services division. The MoU reinforces the two companies’ shared commitment to evaluate and develop hydrogen refueling and vehicle supply solutions for long-haul transport to customers across Europe.

Hyzon and TotalEnergies aim to make it easier for fleet owners to transition to renewable hydrogen fuel by combining their existing infrastructure and technology. TotalEnergies, which operates over 15,500 service stations globally, and Hyzon, a leading supplier of hydrogen fuel cell-powered trucks, already have hydrogen refueling stations and hydrogen-powered vehicles in operation, respectively.

This MoU strengthens the existing commercial relationship between one of the world’s largest energy companies and a leading supplier of hydrogen commercial vehicles. TotalEnergies previously made a direct investment in Hyzon through its venture arm, TotalEnergies Ventures in 2020, to help fund the buildout of Hyzon’s manufacturing and engineering centers in the United States, Europe and China.

TotalEnergies is also a member of the Hyzon Zero Carbon Alliance, a consortium dedicated to accelerating the global development of the hydrogen ecosystem.

A first concrete operational step is the announcement of the signature of an additional MoU between Hyzon and TotalEnergies, this time through its French affiliate TotalEnergies Marketing France, which oversees its service-stations network and new mobilities solutions in France. Under this second MoU, the companies will collaborate on developing ecosystems and will secure by 2023 the production of 80 hydrogen fuel cell-powered trucks for TotalEnergies’ French customers.

Starting from trials, Hyzon aims to eventually be able to supply customers with a hydrogen fuel cell truck at total cost of ownership (TCO) parity with diesel-powered commercial vehicles in Europe.

“At TotalEnergies, we are convinced that hydrogen is a mobility solution of the future. That is why TotalEnergies Ventures previously invested in Hyzon Motors,” said John Wilson, vice president, Gas Mobility at the Marketing & Services division of TotalEnergies. “The anouncement today takes that relationship further, giving the company leverage to expand the reach of hydrogen in the commercial vehicle market in Europe. To achieve our climate ambition of net zero emissions by 2050, together with society, hydrogen fuel cell-powered trucks must come to market. We are therefore excited about this partnership with Hyzon.”

TotalEnergies is a broad energy company active in more than 130 countries with more than 105,000 employees. The company produces and markets energies on a global scale: oil and biofuels, natural gas and green gases, renewables and electricity.

“It’s rare to find a company as committed to the energy transition as Hyzon – but we’ve found that in TotalEnergies. While this is another important development in our relationship, we don’t expect it to be the last,” Craig Knight, CEO of Hyzon said. “Hydrogen will play a significant role in decarbonizing transport and we look forward to working with one of the world’s leading energy companies to deploy hydrogen solutions at scale across Europe. Their relationships, customer base and current infrastructure are a huge asset as we aim to make it as easy as possible for fleet owners to make the switch to hydrogen.”

About Hyzon Motors Inc.
 
Headquartered in Rochester, N.Y., with U.S. operations also in Chicago and Detroit, and international operations in the Netherlands, Singapore, Australia and China, Hyzon is a leader in hydrogen mobility. Hyzon is a pure-play hydrogen mobility company with an exclusive focus on hydrogen in the commercial vehicle market. Utilizing its proven and proprietary hydrogen fuel cell technology, Hyzon aims to supply zero-emission heavy duty trucks and buses to customers in North America, Europe and around the world. The company is contributing to the escalating adoption of hydrogen vehicles through its demonstrated technology advantage, leading fuel cell performance and history of rapid innovation. Visit www.hyzonmotors.com. 

About TotalEnergies SE
TotalEnergies is a broad energy company that produces and markets energies on a global scale: oil and biofuels, natural gas and green gases, renewables and electricity. Our 105,000 employees are committed to energy that is ever more affordable, clean, reliable and accessible to as many people as possible. Active in more than 130 countries, TotalEnergies puts sustainable development in all its dimensions at the heart of its projects and operations to contribute to the well-being of people.

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, including those regarding Decarbonization Plus Acquisition Corporation’s (“DCRB”) proposed acquisition of Hyzon and DCRB’s ability to consummate the transaction, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, DCRB and Hyzon disclaim any duty to update any forward –looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. DCRB and Hyzon caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either DCRB or Hyzon, including risks and uncertainties described in the “Risk Factors” section of Exhibit 99.3 of DCRB’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on Feb. 9, 2021, the “Risk Factors” section of DCRB’s definitive proxy statement on Schedule 14A filed with the SEC on June 21, 2021, and other documents filed by DCRB from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements, such as risks related to the ability to convert non-binding memoranda of understanding into binding orders or sales (including because of the current or prospective financial resources of the counterparties to Hyzon’s non-binding memoranda of understanding and letters of intent), or the ability to identify additional potential customers and convert them to paying customers. Hyzon gives no assurance that Hyzon will achieve its expectations.

Important Information for Investors and Stockholders
In connection with the proposed business combination, DCRB filed a proxy statement and other relevant documents with the SEC. Stockholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC because they contain important information about DCRB, Hyzon and the proposed business combination. Stockholders may obtain a free copy of the proxy statement, as well as other filings containing information about DCRB, Hyzon and the proposed business combination, without charge, at the SEC’s website at www.sec.gov.

Participants in the Solicitation
DCRB, Hyzon and their directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from DCRB’s stockholders in respect of the proposed business combination and the other matters set forth in the proxy statement. Information regarding DCRB’s directors and executive officers is available in DCRB’s Annual Report on Form 10-K for the annual period ended Dec. 31, 2020, and under the heading “Information About DCRB” in DCRB’s definitive proxy statement related to the proposed business combination filed with the SEC on June 21, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the proxy statement relating to the proposed business combination.  

Hyzon Motors contacts 
For U.S., Europe and Asia media: 
Caroline Curran
Hill+Knowlton Strategies
+1 256-653-5811
[email protected] 

For Australasian media:
Fraser Beattie
Cannings Purple
+61 421 505 557
[email protected] 

For investors:
Caldwell Bailey
ICR, Inc.
[email protected] 

TotalEnergies Media Relations:
[email protected]

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SOURCE HYZON Motors